Directors Report of Lambodhara Textiles Ltd.

Mar 31, 2025

Your directors take pleasure in presenting their Thirty First Annual Report on the business and
operations of the Company and the financial statements for the year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS:

Company’s financial performance for the year under review along with previous year’s figures are
gⁱv^{en here}u^nder: ('' in Lakhs)

Particulars	31-03-2025	31-03-2024
Revenue from operations	23,166.61	19,469.02
Other Income	337.33	488.43
Operating Profit before Finance Costs, Depreciation & Tax	2,653.07	2,187.84
Less: Depreciation & Amortization	1,062.80	1,077.08
Less: Finance Costs	425.85	323.53
Profit before Tax	1,164.42	787.23
Provision for Tax	204.88	132.00
Deferred Tax	279.01	197.77
Tax in respect of earlier years	(1.95)	(3.60)
Net Profit for the year	682.49	461.06
Other comprehensive income	24.39	13.09
Total comprehensive income for the year	706.87	474.15
Add: Balance brought forward from previous year	8,695.89	8,299.57
Profit available for appropriation	706.87	474.15
Appropriation of Profits	9,402.76	8,773.72
Transfer to General Reserve	0	0
Dividend paid	51.89	77.83
Balance carried over to Balance Sheet	9,350.88	8,695.89

REVIEW OF BUSINESS OPERATIONS

The Company achieved a total turnover of '' 231.67 Crores as against a turnover of '' 194.69
Crores in the previous year. The Company’s Profit Before Tax is '' 11.64 Crores during the year,
as compared to '' 7.87 Crores in the previous year. The Company earned a Net Profit of '' 6.82
Crores, as against a Net Profit of '' 4.61 Crores in the previous year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended
31^st March, 2025.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to general reserves. However, the
current year’s profit of '' 682.49 Lakhs has been added to the retained earnings under the head
“other equity”.

DIVIDEND

Your directors are pleased to recommend a dividend of '' 0.50 per equity share (10%) of face
value of '' 5/- each (Previous year '' 0.50 per equity share (10%) of face value of '' 5/- each).
If the dividend, as recommended above, is declared by the Members at the Annual General
Meeting, the total outflow towards dividend on Equity Shares for the year would be '' 51.89
Lakhs (Previous Year '' 51.89 Lakhs)

TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND

In terms of Section 124 and 125 of the Companies Act, 2013, Unclaimed or Unpaid Dividend
relating to the financial year 2017-18 is due for remittance to the Investor Education and
Protection Fund established by the Central Government.

Pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company
has transferred an amount of '' 1,90,150/- to Investor Education and Protection Fund being the
Unclaimed Dividend amount for the financial year 2016-17 and 5,536 equity shares of '' 5/-
each on which dividend had remained unclaimed for a period of 7 years to the IEPF authority.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March 2025 stood at '' 5,18,88,000/- divided into
1,03,77,600 equity shares of '' 5/- each. During the year under review, the Company has not
made any fresh issue of shares.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2024-25 as required under Section
92(3) of the Companies Act, 2013 is available on the website of the Company and can be
accessed on the Company’s website at the link https://www.lambodharatextiles.com/investors.
php?id=21.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Details of the composition of the Board and its Committees namely, Audit Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders
Relationship Committee and of the Meetings held and attendance of the Directors at such
Meetings, are provided in the Corporate Governance Report which forms a part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and such systems are adequate and operating effectively. The
Company has duly complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with
respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed;

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit of the
company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the internal financial controls to be followed by the company were laid down and such internal
financial controls were adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRAL
GOVERNMENT.

During the period under review, no incident of frauds was reported by the Statutory Auditors
pursuant to Section 143(12) of the Companies Act 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”).

The Independent Directors of the Company have complied with the requirements of the provisions
in relation to the Independent Directors Databank as stated in the Companies (Creation and
Maintenance of databank of Independent Directors) Rules, 2019 and the Companies (Appointment
and Qualification of Directors) Rules, 2014 as amended from time to time.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND OTHER EMPLOYEES

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of
Regulation 19(4) of the Listing Regulations, has formulated a policy on Nomination and Remuneration

for its Directors, Key Managerial Personnel and senior management which inter-alia provides the
diversity of the Board and provides the mechanism for performance evolution of the Directors.
The detailed Remuneration Policy of the Company can be accessed on the Company’s website at
the link https://lambodharatextiles.com/Admin/web/images/Document/13032025160431PM.
pdf.

COMMENTS ON AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Mohan
& Venkataraman, Statutory Auditors.

With respect to the remarks made by the Secretarial Auditors, M/s. MDS & Associates LLP,
Company Secretaries, your directors wish to state as follows:

S . No.	Remark of the auditors	Reply
1.	The Company has submitted the information regarding	The Company will ensure that
	loss of share certificates to the stock exchange(s) beyond	there are no such instances
	the time prescribed in Regulation 39(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	going forward.

Other than the above, there are no qualifications, reservations or adverse remarks or disclaimers
made by M/s. MDS & Associates LLP, Company Secretaries, Secretarial Auditors in their report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

Particulars of the investments made by the Company as at 31^st March 2025 are given in the Notes
forming part of the Financial Statements. The Company has not given any loans or guarantees
or provided any security to any person or other bodies corporate under Section 186 of the
Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with related parties as defined under the Companies Act, 2013
and Regulation 23 of the Listing Regulations during the financial year 2024-25 were in the
ordinary course of business and on an arm’s length pricing basis. The particulars of contract and
arrangement entered into with related parties referred in Section 188(1) of the Companies Act,
2013, which are material in nature are disclosed in the prescribed Form No. AOC-2 and annexed
herewith as Annexure - 1 to this report.

The Policy on RelatedPartyTransactionsasapproved by theAudit Committeeand the BoardofDirectors
of the Company has been uploaded on the company’s website and may be accessed through the link at
https://lambodharatextiles.com/Admin/web/images/Document/13032025155915PM.pdf.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange
Earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - 2 and is attached
to this report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to
safeguard the organisation from various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential
risks are inventorised and integrated with the management process such that they receive the
necessary consideration during decision making. The Company has laid down procedures to inform
the Audit Committee as well as the Board of Directors about risk assessment and management
procedures and status. These procedures are periodically reviewed to ensure that the executive
management monitors and controls risks.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under the “Corporate Social Responsibility” (CSR) drive, the Company
has undertaken projects in the area of promoting education. These projects are in accordance
with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR
activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
annexed as Annexure - 3 and forms an integral part of this Report.

The CSR Policy may be accessed on the Company’s website at https://www.lambodharatextiles.
com/Admin/web/images/Document/01042021141200PM.pdf .

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL
DIRECTORS

In compliance with the relevant provisions of the Act read with the Rules made thereunder and the
Listing Regulations, the performance evaluation of the Board as a whole, its specified Statutory
Committees, the Chairman of the Board and the Individual Directors was carried out for the year
under review.

In a separate meeting of independent directors, the performance of non-independent directors
was evaluated. Independent Directors had evaluated the quality, quantity and timeliness of the

flow of information between the Management and the Board, Performance of the Board as a
whole and its Members and other required matters.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR

Board of Directors have evaluated the Independent Directors appointed/ re-appointed during
the year 2024-25 and opined that the integrity, expertise and experience (including proficiency)
of the Independent Directors is satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment of Independent Directors

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of
Directors at their meeting held on 13^th August 2024, appointed Mr. Krishnamoorthy Narendra
(DIN: 00412219) and Mr. Vishnu Rajkumar Nischal (DIN: 01612434) as the Additional Directors
in the capacity of Independent Directors of the Company. Consequently, their appointment as
Non-Executive Independent Directors of the Company to hold office for a first term of five (5)
consecutive years with effect from 13^th August 2024 were approved by the Shareholders at the
30^th Annual General Meeting held on 16^th September 2024.

Further, upon the recommendation of the Nomination and Remuneration Committee, and the
Board of Directors at their meeting held on 9^th September 2024, Mr. Ramaseshan Mohan (DIN:
01492721) was appointed as Independent Directors of the Company for the first term of five
(5) consecutive years with effect from 17^th October 2024 by the Members through Postal Ballot
on 17^th October 2024.

Retirement of Independent Directors

During the year under review, Mr. Vastupal Rajnikant Mehta and Mr. Meenakshi Sundaram
Rajkumar, Independent Director(s) completed their second term of five years and retired from
the Board of the Company effective 10^th September 2024. The Board wishes to place on record
its appreciation for the invaluable services rendered by them during their tenure as independent
directors of the Company.

Director liable to retirement by rotation:

Mr. Bosco Giulia (DIN: 01898020) retires by rotation at the ensuing Annual General Meeting and
being eligible, offers herself for re-appointment. Your directors recommend her re-appointment.

Key Managerial Personnel

Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203 of the
Companies Act, 2013 are Mrs. Bosco Giulia, Mr. Narayanasamy Balu, Mr. Nishanth Balu, Whole¬
time Directors, Mr. R Santossh, Chief Financial Officer and Mrs. Shanthi P, Company Secretary and

Crvmnlinnro Offiriar

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V of the Companies
Act, 2013 and the Rules framed there under and there are no outstanding deposits as on 31^st
March 2025.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN
FUTURE

There are no significant and material order passed by the regulators or courts or tribunals impacting
the going concern status and company’s operation in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has adequate internal control systems to monitor business processes, financial
reporting and compliance with applicable regulations. The systems are periodically reviewed
for identification of control deficiencies and formulation of time bound action plans to improve
efficiency at all the levels. The Audit Committee of the Board constantly reviews internal control
systems and their adequacy, significant risk areas, observations made by the internal auditors on
control mechanism and the operations of the Company and recommendations made for corrective
action through the internal audit reports. The committee reviews the statutory auditors’ report, key
issues, significant processes and accounting policies.

The Directors confirm that the Internal Financial Controls (IFC) are adequate with respect to the
operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies
Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors
Report.

AUDITORS

STATUTORY AUDITORS

M/s. Mohan & Venkataraman (Firm Registration No. 007321S), Chartered Accountants, Coimbatore
were appointed as the statutory auditors of the company for a period of five years at the 28^th
Annual General Meeting of the company held on 8^th September 2022. The company has received
a certificate from M/s. Mohan & Venkataraman, Chartered Accountants, Coimbatore, confirming
that they are not disqualified from continuing as statutory auditors of the company.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made thereunder, M/s. MDS & Associates LLP,
Company Secretaries, Coimbatore (LLPIN: ABZ 8060) were appointed as Secretarial Auditors of
the Company to carry out the Secretarial Audit for FY 2024-25.

The report of the Secretarial Audit in Form No. MR-3 for the financial year 2024-25 is annexed
as Annexure 4 to this report.

Pursuant to the Regulation 24A of the Listing Regulations read with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, and subject to the approval of Shareholders in the ensuing Annual General Meeting,
the Board of Directors of the Company, on the recommendation of the Audit Committee, have
recommended the appointment of MDS & Associates LLP, Company Secretaries, Coimbatore
as Secretarial Auditors of the Company for a first term of 5 (five) consecutive financial years
commencing from the financial year 2025-26.

MDS & Associates LLP have consented and confirmed their eligibility for appointment as Secretarial
Auditors of the Company. The necessary Resolution for their appointment has been included in the
Agenda of the Annual General Meeting Notice for the approval of the Members.

Further, the Secretarial Compliance Report for the year ended 31^st March 2025 issued by the
Practicing Company Secretary pursuant to Regulation 24A of the Listing Regulations, has been
filed with BSE Limited and the National Stock Exchange of India Limited. A copy of the same
is available on the Company’s website: https://lambodharatextiles.com/Admin/web/imaaes/
Document/02062025101049AM.pdf.

COST AUDITORS:

The Board of Directors on the recommendation of the Audit Committee, has appointed M/s. C.
S. Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) as the Cost Auditors of
the Company for the financial year 2025-2026. Pursuant to section 148 read with Rule 14 of
the Companies (Accounts) Rules, 2014, the remuneration payable for the year 2025-26 to the
Cost Auditors of the Company is subject to ratification by the shareholders at the ensuing Annual
General Meeting. The Board recommends their remuneration for members’ ratification.

The Cost Audit Report for the financial year 2024-25 will be filed with the Central Government
within the period stipulated under the Companies Act, 2013.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE
COMPANIES ACT, 2013

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records.
Accordingly, the company has duly made and maintained the cost records as mandated by the
Central Government.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the
Insolvency and Bankruptcy Code, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The disclosure under this clause is not applicable as the Company has not undertaken any one¬
time settlement with the banks or financial institutions.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed herewith as Annexure - 5 to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a policy against Sexual Harassment at work place in line with
requirements of the Sexual Harassment Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during
the financial year 2024-25 and hence no complaint is outstanding as on 31.03.2025 for redressal.

CORPORATE GOVERNANCE

A report on corporate governance is annexed to and forms part of this report. The Company
has complied with the conditions relating to corporate governance as stipulated in SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.

A detailed review of the operations, performance and future outlook of the Company and its
businesses is given in the Management’s Discussion and Analysis Report (Regulation 34 of the
Listing Regulations), which forms part of this Report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section
177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. Kindly refer to
the Section on Corporate Governance, under the head, Audit Committee’ for matters relating
to the composition, meetings, and functions of the Committee. The Board has accepted the Audit
Committee’s recommendations during the year wherever required and hence no disclosure is
required under Section 177(8) of The Companies Act, 2013 with respect to rejection of any
recommendations of Audit Committee by Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower policy to deal with unethical or improper practice or violation
of Company’s Code of Business Conduct or any complaints regarding accounting, auditing, internal
controls or disclosure practices of the Company. The Policy gives a platform to the Whistle Blower

to report the complaints on the above-mentioned practices to the Chairman of the Audit Committee.
Although the complainant is not expected to prove the truth of an allegation, the complainant aims
to demonstrate that there are sufficient grounds for concern and that it is not done as a malicious
act against an individual. The Audit Committee of the Board reviews the Complaints received,
redressed, objected, withdrawn and dismissed for, every quarter in their meeting. During the year,
there were no complaints under this policy. The Whistle Blower policy is available on the website
of the Company at the following address https://lambodharatextiles.com/Admin/web/imaaes/
Document/25042025110707AM.pdf

LISTING OF SHARES

Equity shares of the Company continue to be listed on National Stock Exchange of India Limited
(NSE).

ACKNOWLEDGEMENTS:

The Board of Directors express their appreciation for the contribution made by the employees,
customers and bankers for the support extended by them during the year under review.

By Order of the Board
For Lambodhara Textiles Limited

Ramakrishnan Baba Chandrasekar

Place : Coimbatore Ch_ai_rman

Date : 8^th August 2025 (DIN: 00125662)

---

Mar 31, 2024

Your Directors have pleasure in presenting their Thirtieth Annual Report on the business and operations of the Company and the financial statements for the year ended 31st March 2024.

FINANCIAL HIGHLIGHTS:

Company’s financial performance for the year under review along with previous year’s figures are given hereunder: ('' i_n L_akh_s)

Particulars	31-03-2024	31-03-2023
Revenue from operations	19,469.02	21,140.09
Other Income	488.43	324.10
Operating Profit before Finance Costs, Depreciation & Tax	2,187.84	3,498.09
Less: Depreciation & Amortization	1,077.08	770.48
Less: Finance Costs	323.53	362.33
Profit before Tax	787.23	2,365.28
Provision for Tax	132.00	460.87
Deferred Tax	197.77	167.18
Tax in respect of earlier years	(3.60)	6.83
Net Profit for the year	461.06	1,730.40
Other comprehensive income	13.09	(16.46)
Total comprehensive income for the year	474.15	1,713.93
Add: Balance brought forward from previous year	8,299.57	6,741.30
Profit available for appropriation	8,773.72	8,455.23
Appropriation of Profits
Transfer to General Reserve	-	-
Dividend paid	77.83	155.66
Balance carried over to Balance Sheet	8,695.89	8,299.57

REVIEW OF BUSINESS OPERATIONS

The Company achieved a total turnover of '' 194.69 Crores as against a turnover of '' 211.40 Crores in the previous year. The Company’s Profit Before Tax is '' 7.87 Crores during the year, as compared to '' 23.65 Crores in the previous year. The Company earned a Net Profit of '' 4.61 Crores, as against a Net Profit of '' 17.30 Crores in the previous year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2024.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to general reserves. However, the current year’s profit of Rs. 461.06 Lakhs has been added to the retained earnings under the head “other equity”.

DIVIDEND

Your directors are pleased to recommend a dividend of '' 0.50 per equity share (10%) of face value of '' 5/- each (Previous year '' 0.75 per equity share (15%) of face value of '' 5/- each). If the dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be '' 51.89 Lakhs (Previous Year '' 77.83 Lakhs)

TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 and 125 of the Companies Act, 2013, Unclaimed or Unpaid Dividend relating to the financial year 2016-17 is due for remittance to the Investor Education and Protection Fund established by the Central Government.

Pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred an amount of Rs. 1,40,030/- to Investor Education and Protection Fund being the Unclaimed Dividend amount for the financial year 2015-16 and 6,431 equity shares of '' 5/- each on which dividend had remained unclaimed for a period of 7 years to the IEPF authority.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2024 stood at '' 5,18,88,000/- divided into 1,03,77,600 equity shares of Rs.5/- each. During the year under review, the Company has not made any fresh issue of shares.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2023-24 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company’s website at the link https://www.lambodharatextiles.com/investors.php?id=21.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Details of the composition of the Board and its Committees namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report which forms a part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively. The Company has duly complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRAL GOVERNMENT.

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors of the Company have complied with the requirements of the provisions in relation to the Independent Directors Databank as stated in the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management which inter-alia provides the diversity of the Board and provides the mechanism for performance evolution of the Directors. The details of this policy are furnished in Annexure - 1 and forms part of this report and can also be accessed on Company’s website at https://www.lambodharatextiles.com/Admin/web/images/Document/09042022104805AM.pdf .

COMMENTS ON AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Mohan & Venkataraman, Statutory Auditors.

With respect to the remarks made by the Secretarial Auditors, M/s. MDS & Associates LLP, Company Secretaries, your directors wish to state as follows:

S. No.	Remark of the secretarial auditors	Reply
1.	The Company has reported certain events, which are covered under Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the stock exchanges beyond the prescribed time specified thereunder.	The Company has provided an explanation for delay of disclosure wherever necessary. The Company will ensure that there are no such instances going forward.
2.	The Company has not promptly informed the stock exchange(s), where the securities of the Company are traded, regarding the violation of the Company’s Code of Conduct to regulate, monitor and report trading by designated persons by a relative of the designated person as required under Clause 13 of Schedule B of SEBI (Prohibition of Insider Trading) Regulations, 2015.	The Company has filed the report regarding the violation of SEBI (Prohibition of Insider Trading) Regulations, 2015 by a relative of the designated person with the stock exchange(s). The listed entity will ensure that there are no such instances going forward.

Other than the above, there are no qualifications, reservations or adverse remarks or disclaimers made by M/s. MDS & Associates LLP, Company Secretaries, Secretarial Auditors in their report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of the investments made by the Company as at 31st March 2024 are given in the Notes forming part of the Financial Statements. The Company has not given any loans or guarantees or provided any security to any person or other bodies corporate under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2023-24 were in the ordinary course of business and on an arm’s length pricing basis. The particulars of contract and arrangement entered into with related parties referred in Section 188(1) of the Companies Act, 2013, which are material in nature are disclosed in the prescribed Form No. AOC-2 and annexed herewith as Annexure - 2 to this report.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors of the Company has been uploaded on the company’s website and may be accessed through the link at www.lambodharatextiles.com

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - 3 and is attached to this report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under the “Corporate Social Responsibility” (CSR) drive, the Company has undertaken projects in the area of promoting education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules,

2014 is annexed as Annexure - 4 and forms an integral part of this Report. The CSR Policy may be accessed on the Company’s website at www.lambodharatextiles.com/Admin/web/images/ Document/01042021141200PM.pdf.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for evaluation of the performance of the Board of Directors & its committees, Independent Directors, Non-Independent Directors and the Executive Directors of the Board. Based on that criteria, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Board of Directors have evaluated the Independent Directors appointed/ re-appointed during the year 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Director liable to retirement by rotation:

Mr. Balu Narayanasamy (DIN: 08173046) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors recommend his reappointment.

Continuation of directorship through postal ballot

Pursuant to Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), the members of the company, upon the recommendation of Nomination and Remuneration Committee and Board of Directors, has approved to continue the Directorship of Mr. Baba Chandrasekar Ramakrishnan (DIN:00125662) Non-Executive NonIndependent Director who has attained the age of 75 years on 12th of July 2023 by way of special resolution passed through postal ballot dated 5th May 2023.

Demise of Mr. Ramesh Shenoy Kalyanpur

Mr. Ramesh Shenoy Kalyanpur (DIN: 06392237), Whole-Time Director cum Chief Financial Officer of the Company passed away on 22nd November 2023.

Mr. Ramesh Shenoy Kalyanpur’s sudden and unexpected passing away will be an irreparable loss to the Company and the Board places on record its appreciation for the invaluable contributions made by him.

Appointment of Whole - Time Director

The Board of Directors of the Company, at their meeting held on 7th December 2023, appointed Mr. Nishanth Balu (DIN: 08418408) as the Additional Director and Whole-time Director of the Company subject to the approval of the shareholders. The approval of the shareholders was subsequently obtained through Postal Ballot on 10th January 2024.

Retirement of Independent Director(s)

Mr. Vastupal Rajnikant Mehta and Mr. Meenakshi Sundaram Rajkumar, Independent Director(s) retire on 10th September 2024. The Board wishes to place on record its appreciation for the invaluable services rendered by them during their tenure as independent directors of the Company.

Appointment of Independent Director(s)

The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Krishnamoorthy Narendra (DIN: 00412219) and Mr. Vishnu Rajkumar Nischal (DIN: 01612434) as Additional Directors of the Company with effect from 13th August 2024 to hold office up to the date of this Annual General Meeting. Accordingly, necessary resolution proposing their appointment as Independent Directors of the Company has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the Members.

Further, the Company has also received notice(s) under Section 160(1) of the Companies Act, 2013 from a member signifying their intention to propose the candidature of Mr. Krishnamoorthy Narendra and Mr. Vishnu Rajkumar Nischal for the office of Independent Directors of the Company. The Company has also received declaration from the appointee directors that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The board of directors recommend the appointment of the independent director(s).

Key Managerial Personnel

Mr. R Santossh was appointed as the Chief Financial Officer with effect from 12th February 2024 after the sudden and sad demise of Mr. Ramesh Shenoy Kalyanpur, Chief Financial Officer on 22nd November 2024.

Mrs. Priyadharshini V resigned as the Company Secretary with effect from 5th October 2023 and Mrs. Shanthi P was appointed as the Company Secretary and Compliance Officer with effect from 7th December 2023.

Key Managerial Personnel of the Company as required pursuant to Sections 2(51) and 203 of the Companies Act, 2013 are Mrs.Bosco Giulia, Mr.Narayanasamy Balu, Mr. Nishanth Balu, Whole-time Directors, Mr.R.Santossh, Chief Financial Officer and Mrs. Shanthi P, Company Secretary and Compliance Officer.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under and there are no outstanding deposits as on 31st March 2024.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The Audit Committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The committee reviews the statutory auditors’ report, key issues, significant processes and accounting policies.

The Directors confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

AUDITORS

STATUTORY AUDITORS

M/s. Mohan & Venkataraman (Firm Registration No. 007321S), Chartered Accountants, Coimbatore were appointed as the statutory auditors of the company for a period of five years at the 28th Annual General Meeting of the company held on 8th September 2022. The company has received a certificate from M/s. Mohan & Venkataraman, Chartered Accountants, Coimbatore, confirming that they are not disqualified from continuing as statutory auditors of the company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MDS & Associates LLP, Company Secretaries, to undertake the secretarial audit of the Company. The report of the secretarial auditor is annexed herewith as Annexure - 5.

COST AUDITORS:

The Board of Directors on the recommendation of the Audit Committee, has appointed M/s.C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) as the Cost Auditors of the Company for the financial year 2024-2025. Pursuant to section 148 read with Rule 14 of the Companies (Accounts) Rules, 2014, the remuneration payable for the year 202425 to the Cost Auditors of the Company is subject to ratification by the shareholders at the ensuing Annual General Meeting. The Board recommends their remuneration for members’ ratification.

The Cost Audit Report for the financial year 2023-24 will be filed with the Central Government within the period stipulated under the Companies Act, 2013.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the company has duly made and maintained the cost records as mandated by the Central Government.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The disclosure under this clause is not applicable as the Company has not undertaken any onetime settlement with the banks or financial institutions.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure - 6 to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a policy against Sexual Harassment at work place in line with requirements of the Sexual Harassment Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.

CORPORATE GOVERNANCE

A report on corporate governance is annexed to and forms part of this report. The Company has complied with the conditions relating to corporate governance as stipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance, under the head, ‘Audit Committee’ for matters relating to the composition, meetings, and functions of the Committee. The Board has accepted the Audit Committee’s recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of The Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower policy to deal with unethical or improper practice or violation of Company’s Code of Business Conduct or any complaints regarding accounting, auditing, internal controls or disclosure practices of the Company. The Policy gives a platform to the Whistle Blower to report the complaints on the above-mentioned practices to the Chairman of the Audit Committee. Although the complainant is not expected to prove the truth of an allegation, the complainant aims to demonstrate that there are sufficient grounds for concern and that it is not done as a malicious act against an individual. The Audit Committee of the Board reviews the Complaints received, redressed, objected, withdrawn and dismissed for, every quarter in their meeting. During the year, there were no complaints under this policy. The Whistle Blower policy is available on the website of the Company at the following address www.lambodharatextiles.com/ Admin/web/images/Document/12042022171331PM.pdf

LISTING OF SHARES

Equity shares of the Company continue to be listed on National Stock Exchange of India Limited (NSE).

ACKNOWLEDGEMENTS:

The Board of Directors express their appreciation for the contribution made by the employees, customers and bankers for the support extended by them during the year under review.

For and on behalf of the Board Lambodhara Textiles Limited

Meenakshi Sundaram Rajkumar

Place : Coimbatore Chairman

Date : 13th August 2024 (DIN: 06935422)

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Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting their twenty fourth Annual Report on the business and operations of the Company upto the period 11th July 2018 and the financial statements for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

Company''s financial performance for the year under review along with previous year''s figures are given hereunder:

PARTICULARS	31.03.2018	31.03.2017
	(Rs. in ’000)	(Rs. in ’000)
Revenue from operations	16,67,333	13,07,519
Other Income	6,268	4,379
Operating Profit before Finance Costs,
Depreciation & Tax	2,10,342	1,80,936
Less: Depreciation	60,170	60,808
Less : Finance Costs	66,339	27,666
Profit before Tax	83,833	92,462
Provision for Tax	20,124	19,239
Deferred Tax	4,199	3,258
Net Profit for the year	59,510	69,965
Other comprehensive income	(4.33)	2.66
Total comprehensive income for the year	59,078	70,230
Add: Balance brought forward from previous year	2,58,439	1,98,140
Profit available for appropriation	3,17,517	2,68,370
Appropriation of Profits
Transfer to General Reserve	-	1,737
Proposed Dividend	9,078	6,809
Corporate Dividend Tax	1,848	1,386
Balance carried over to Balance Sheet	3,06,591	2,58,439

COMPANY PERFORMANCE

The Company achieved a total turnover of Rs. 167.36 Crores as against a turnover of Rs. 131.18 crores in the previous year. The Company’s profit before tax is Rs. 8.38 crores during the year, as compared to Rs. 9.25 crores in the previous year, decrease of 9.31 % over the last year. The Company earned a net profit of Rs. 5.95 crores, as against a net profit of Rs. 7 crores in the previous year.

STATE OF COMPANY’S AFFAIRS

During the Financial year the Company has rented one more floor of its commercial complex situated at Avinashi Road, Coimbatore with an approximate area of 7,555 sq.ft and with this all the four floors in the said commercial complex with a total tenantable area of 28,000 square feet have been rented out.

The Company has entered into conversion agreements with other spinning mills and this will enhance the spinning capacity of the Company.

RESERVES

The Company had not proposed to transfer any amount to the General Reserves account. However, the current year profit of Rs. 3,065.91 Lakhs has been added to the retained earnings under the head Other Equity.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1/- per equity share (20%) of face value of Rs. 5/- each (Previous year Rs. 1/- per equity share (20%) of face value of Rs. 5/- each). If the dividend,as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 115.46 Lakhs (including dividend tax) (Previous Year Rs. 109.26 Lakhs)

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 4,78,88,000/-.

During the year under review, the Company had allotted 5,00,000 Equity shares of Rs. 5/- each at Rs.80/- per share to Strikeright Integrated Services Limited (Member of Promoter Group) on a Preferential basis. The Company had received listing and trading approval for the aforesaid shares from The National Stock Exchange of India Limited and the said shares were admitted to dealings. Consequent to the preferential issue the Paid-up Capital of the Company had increased from Rs. 4,53,88,000/- to Rs. 4,78,88,000/-.

The Company has passed a Special Resolution dated 22nd January 2017 vide its Postal Ballot Notice dated 20th December, 2017 for offer, issue and allot securities by way of Qualified Institutions Placement (QIP) for an aggregate amount not exceeding Rs. 15,00,00,000 (Rupees Fifteen Crore Only) and the Company is yet to initiate the process for the said offer/issue/ allotment.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure -1 and is attached to this Report.

NUMBER OF MEETINGS OF THE BOARD OFDIRECTORS

Details of the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report which forms a part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of The Companies Act, 2013 read with the Schedules and Rules issued there under as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board of Directors has framed a policy which lays down a framework inrelation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are furnished in Annexure - 2 and forms part of this report and can also be accessed on the Company’s website at www.lambodharatextiles.com.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Jain & Mohan, Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the Annual General Meeting to be held in the year 2022. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company.

The Ministry of Corporate Affairs vide their notification dated 07th May 2018 has amended the Section 139 of the Companies Act, 2013 by omitting the necessity of ratification of the appointment of the Statutory Auditors by members of the Company at every subsequent Annual General Meeting. In order to align with the amended Section 139, the relevant subject matter is included in the Notice of the ensuing Annual General Meeting for seeking approval of the members.

COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s.C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-2019. As required under section 148(2) of the Companies Act, 2013, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr.M.D.Selvaraj, FCS of MDS & Associates Practicing Company Secretary carried out the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report is annexed as Annexure - 3.

The Auditors’ Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of the investments made by the Company as at 31st March, 2018 are given in the Notes forming part of the Financial Statements. During the Financial Year under review, the Company made an investment of Rs.3.51 lakhs in 31,900 equity shares of OPG Power Generation Private Limited in order to enable the Company to purchase electricity from them under group captive arrangement. The Company has not given any loans or guarantees or provided any security to any person or other bodies corporate under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The particulars of contracts and arrangement with related parties referred in section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2 is appended as Annexure -4 to the Directors’ Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure and is attached to this report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under the “Corporate Social Responsibility” (CSR) drive, the Company has undertaken projects in the area of promoting education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 5 and forms anintegral part of this Report. The CSR Policy may be accessed on the Company’s website at www.lambodharatextiles.com.

Detailed composition of the CSR Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

The Company was required to spend Rs.14.85 Lakhs on CSR activities during the Financial Year 2017-18, being 2% of the average net profits of the three immediately preceding financial years and the Company has spent Rs.16.73 lakhs during the current financial year.

ANNUAL PERFORMANCE EVALUATION

In accordance with the evaluation criteria and procedure suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics, etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria. The performance of each independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance, etc. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics, degree of fulfillment of key responsibilities, effectiveness of meetings, etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

On the recommendation of the Nomination and Remuneration Committee (NRC) and in accordance with the provisions of Section 152(2), 161(1), 196, 197, 198, 203, Schedule V and other applicable provisions of the Companies Act, 2013 and subject to the shareholders’ approval, the Board has appointed Mr.Ramesh Shenoy Kalyanpur (holding DIN: 06392237) as Whole-time Director cum Chief Financial Officer and Mr.Narayanasamy Balu (holding DIN: 08173046) as Whole-time Director of the Company for a period of five (5) years w.e.f 11th July, 2018.

Mr.R.Santossh (holding DIN: 00790493) Managing Director of the Company and Mrs.Vimala Radhakrishnan (holding DIN: 00813706) Whole-time Director of the Company both resigned from the office w.e.f 11th July, 2018 due to health issues and age factor respectively. The Board appreciated the services rendered by them during their period of appointment.

The Board of Directors at their meeting held on 30th May, 2018 has re-appointed Mrs.Bosco Giulia (holding DIN 01898020) as the Whole-time Director of the Company for a further period of 5 years with effect from 28th September, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting. Accordingly, necessary resolution has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs.Bosco Giulia (holding DIN 01898020) is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The members are requested to consider her re-appointment.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under and there are no outstanding fixed deposit from the public as on 31st March, 2018.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed by the Audit Committee. Further, the Audit Committee annually reviews the effectiveness of the Company’s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate and effective with respect to the operations of the Company. A report of Auditor’s pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditor’s report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure -6 to this Report.

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs.1,02,00,000/- if employed throughout the year or Rs.8,50,000/- per month if employed for part of the year.

AUDIT COMMITTEE

The composition of Audit Committee has been detailed in the Corporate Governance Report, forming part of this Annual Report.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy against Sexual Harassment at work place in line with requirements of the Sexual Harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been setup to redress complaints received regularly. There was no compliant received from any employee during the financial year 2017-18, nor any complaint remains outstanding for redressal as on 31st March, 2018.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

LISTING OF SHARES

Equity shares of the Company was continued to be listed on National Stock Exchange of India Limited (NSE).

ACKNOWLEDGEMENTS:

The Board of Directors express their appreciation for the contribution made by the employees, customers and bankers for the support extended by them during the year under review.

For and on behalf of the Board

Meenakshi Sundaram Rajkumar

Place : Coimbatore Chairman

Date : 11.07.2018 (DIN : 06935422)

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Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting their twenty second Annual Report on the business and operations of the Company and the financial statements for the year ended 31^st March 2016.

FINANCIAL HIGHLIGHTS

Company’s financial performance for the year under review along with previous year’s figures are given hereunder

PARTICULARS	31.03.2016	31.03.2015
	(Rs. in ’000)	(Rs. in ’000)
Revenue from operations	11,87,863	13,33,018
Other Income	3,440	4,229
Operating Profit before Finance Costs,
Depreciation & Tax	1,80,915	1,90,622
Less: Depreciation	59,816	60,477
Less : Finance Costs	54,901	70,398
Profit before Tax	66,198	59,747
Provision for Tax	14,092	12,240
Deferred Tax	7,132	(3,970)
Net Profit for the year	44,974	51,477
Add: Balance brought forward from previous year	1,54,291	1,12,485
Profit available for appropriation	1,99,265	1,63,962
Appropriation of Profits
Transfer to General Reserve	1,125	1,290
Proposed Dividend	6,808	6,808
Corporate Dividend Tax	1,386	1,572
Balance carried over to Balance Sheet	1,89,946	1,54,291

COMPANY PERFORMANCE

The Company achieved a total turnover of Rs. 119.13 Crores as against a turnover of Rs. 133.72 crores in the previous year. The Company’s profit before tax is Rs. 6.62 crores during the year, as compared to Rs. 5.97 crores in the previous year, an increase of 10.88% over the last year. The Company earned a net profit of Rs. 4.49 crores, as against a net profit of Rs. 5.14 crores in the previous year.

STATE OF COMPANY’S AFFAIRS:

During the financial year under review, the Company has completed construction of Commercial Complex at the heart of city with a tenantable area of 28,000 square feet. The Company has rented two floors during the current financial year and is in the process to rent balance two floors.

The Company has purchased land admeasuring 85,000 square feet adjacent to the current Plant location for expansion and the land development is underway. The Company is planning to add a further capacity of 15,000 spindles to the existing capacity of 37,856 spindles with a timeframe of two years for implementation of the said expansion. The cost of the project will be Rs. 35 Crores funded thru Term Loan and internal accruals.

To enhance the spinning capacity the Company has entered into an agreement with a spinning mill to utilize their spare capacity of 5,456 spindles for conversion of fiber into yarn.

In order to reduce the power cost the Company has entered into an agreement with Mytrah Vayu Manjira Private Limited for purchasing an additional 30 lacs units of wind power at the rate of Rs. 6.50/unit.

RESERVES

The Company proposes to transfer an amount of Rs. 11.25 Lakhs to the General Reserves. An amount of Rs. 1,899.46 Lakhs is proposed to be retained in the Statement of Profit and Loss.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.75 per equity share (15%) of face value of Rs. 5/- each (Previous year Rs. 1.50 per equity share (15%) of face value of Rs. 10/- each). If the dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 81.94 Lakhs (including dividend tax) (Previous Year Rs. 81.94 Lakhs)

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 was Rs. 4,53,88,000/-. During the year under review, the Company has not issued any shares.

Sub Division of Equity Shares

In accordance with the approval of the shareholders of the Company, the equity share of nominal value of Rs. 10/- each of the Company was sub divided into two equity shares of nominal value of Rs. 5/- each on and from 17^th October 2015; and the Memorandum and Articles of Association of the Company were altered pursuant to the sub-division of the equity shares of the Company.

The shareholders with equity shares of nominal value of Rs. 10/- each of the Company in electronic form received direct credit of sub-divided equity shares of nominal value of Rs. 5/- each of the Company to their dematerialized account with the depository. The Company issued new share certificate for equity share of nominal value of Rs. 5/- each in place of old share certificate for shareholders holding equity shares in physical form.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure No.1 and is attached to this Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Details of the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report which forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRAL GOVERNMENT.

There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are furnished in Annexure and forms part of this report and can also be accessed on the Company’s website at www.lambodharatextiles.com

AUDITORS STATUTORY AUDITORS

The members at the 20th Annual General Meeting held on 11^th September 2014, had appointed M/s. Mohan & Venkataraman (Firm Registration No. 007321S), Chartered Accountants as statutory auditors of the Company for a period of three years subject to ratification by the members annually.

M/s.Mohan & Venkataraman, Chartered Accountants have confirmed their eligibility under section 141 of the Companies Act, 2013 and the related rules to continue as statutory auditor of the Company.

Necessary resolution for ratification of appointment of said auditor is included in the notice of the Annual General Meeting for seeking approval of members.

COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No. 000216) as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17. As required under section 148(2) of the Companies Act, 2013, a resolution seeking member’s ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. M.D.Selvaraj of MDS & Associates to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2016. The Secretarial Audit Report is annexed as Annexure 3.

Regarding the observation made in the report for non appointment of Company Secretary, the Company is in the process of appointing a qualified Company Secretary.

The Auditors’ Report for the financial year ended 31^st March, 2016 does not contain any qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of the investments made by the Company as at 31^st March, 2016 are given in the Notes forming part of the Financial Statements. During the Financial Year under review, the Company made an investment of Rs. 2.21 lakhs in 6,500 equity shares of OPG Energy Private Limited and Rs. 6.00 Lakhs in 60,000 equity shares of Mytrah Vayu (Manjira) Private Limited in order to enable the Company to purchase electricity from them under group captive arrangement. The Company has not given any loans or guarantees or provided any security to any person or other bodies corporate under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Form AOC-2 as required under Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, is enclosed as Annexure -4.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure and is attached to this report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of promoting education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 5 and forms an integral part of this Report. The CSR Policy may be accessed on the Company’s website at www.lambodharatextiles.com.

Detailed composition of the CSR Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

The Company was required to spend Rs.10.61 Lakhs on CSR activities during the Financial Year 2015-16, being 2% of the average net profits of the three immediately preceding financial years and the Company has spent Rs. 10.62 lakhs during the current financial year.

ANNUAL PERFORMANCE EVALUATION

In accordance with the evaluation criteria and procedure suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria. The performance of each independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance etc. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics, degree of fulfillment of key responsibilities, effectiveness of meetings etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2016.

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs.Vimala Radhakrishnan (holding DIN00813706) is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under and there is no outstanding fixed deposit from the public as on 31^st March 2016.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

INTERNAL FINANCIAL CONTROL

The company has a proper and adequate Internal Financial Control System, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and transactions are authorized, recorded and reported correctly.

Internal Financial Controls is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audit conducted by an external internal auditor appointed by the Board. The audit observation and corrective action, if any, taken thereon are periodically reviewed by the Audit Committee to ensure the effectiveness of the Internal Financial Control System.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 6 to this Report.

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs. 60,00,000/- if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises three Members, namely Mr.Deepak Padamshi Malani, Mr.Vastupal Rajinikant Mehta and Mr. M S Rajkumar, all of them being Independent Directors. Mr. Mr.Deepak Padamshi Malani, an Independent Director, is the Chairperson of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a policy against Sexual Harassment at work place in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been setup to redress complaints received regularly. There was no compliant received from any employee during the financial year 2015-16, not any complaint remains outstanding for redressal as on 31^st March 2016.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

LISTING OF SHARES

Equity shares of the Company was continued to be listed on National Stock Exchange of India Limited (NSE)

During the Financial year 2015 - 2016, your Company has entered into new Listing Agreement with National Stock Exchange of India Limited, in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ACKNOWLEDGEMENTS:

The Board of Directors express their appreciation for the contribution made by the employees, customers and bankers for the support extended by them during the year under review.

For and on behalf of the Board

Meenakshi Sundaram Rajkumar

Place : Coimbatore Chairman

Date : 27.05.2016 (DIN : 06935422)

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their twenty first Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st 2015.

FINANCIAL RESULTS

Company's financial performance for the year under review alongwith previous year's figures are given hereunder:

PARTICULARS 2014-2015 2013-2014 (Rs. in '000) (Rs. in '000)

Revenue from operations 1333018 1120911

Other Income 4229 4847

Operating Profit before Finance Costs,

Depreciation & Tax 190622 158655

Less: Depreciation 60477 54167

Less : Finance Costs 70398 63325

Profit before Tax 59747 41163

Provision for Tax 12240 8268

Deferred Tax (3970) (2491)

Net Profit for the year 51477 35387

Add: Balance brought forward from previous year 112485 83112

Profit available for appropriation 163962 118498

Appropriation of Profits

Transfer to General Reserve 1290 890

Dividend and Dividend Tax 8380 5124

Balance carried over to Balance Sheet 154291 112485

COMPANY PERFORMANCE

The Company achieved a total turnover of Rs. 133.72 Crores as against a turnover of Rs. 112.57 crores in the previous year. The Company's profit before tax is Rs. 5.97 crores during the year, as compared to Rs. 4.11 crores in the previous year, an increase of 45.25% over the last year. The Company earned a net profit of Rs. 5.15 crores, as against a net profit of Rs. 3.54 crores in the previous year.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'S AFFAIRS

The Company has been sanctioned a Term Loan of Rs. 3.91 Crores for modernization project at a project cost of Rs. 4.89 Crores and is in the process of implementation. The said project will improve the productivity and value addition.

The Company is in the process of completion of construction of Commercial Complex with a rentable area of 28,000 sft. appx. The said Commercial Complex will be let out and the

Company is in the process of finding suitable tenents and is expected to fetch rental income during second half of Financial Year 2015-16.

RESERVES

The Company proposes to transfer an amount of Rs. 12.90 Lakhs to the General Reserves. An amount of Rs. 418.07 Lakhs is proposed to be retained in the Statement of Profit and Loss DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.50 per equity share for the year 2014-15. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 81.94 Lakhs (including Corporate Dividend Tax of Rs. 13.86 Lakhs) out of the profits thus giving 15.92% payout from the net profit of the Company. The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder.

SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs. 4,53,88,000. During the year under review, the Company has made a preferential allotment of 1,59,000 equity shares of Rs. 10/- each for cash to promoters in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 at Rs. 150/- aggregating to Rs. 2,38,50,000/-. The Company credited Rs. 2,22,60,000/- as premium on account of preferential allotment.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure No.1 and is attached to this Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year the Board of Directors met five times. The details of the Board Meetings are provided in the Corporate Governance Report

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRAL GOVERNMENT.

There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure No.2- and forms part of this Report.

AUDITORS

STATUTORY AUDITORS

M/s. Mohan & Venkataraman (Firm Registration No. 007321S), Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 11.09.2014 for a period of three years subject to ratification by members at every subsequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

COST AUDITORS:

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder and Cost Audit Order notified by the Ministry of Corporate Affairs dated 31st December, 2014, M/s. C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No. 000216) were appointed as the cost auditors of the Company for the year ending 31st March, 2016. Members are requested to consider the ratification of the remuneration payable to M/s. C.S.Hanumantha Rao & Co .

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr.M.D.Selvaraj of MDS & Associates, Coimbatore to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure 3.

Regarding the abservation of the Secretarial Auditors on non-oppointment of Company Secretary, the Directors wish to state that the Company is in the process of appointing a qualified Company Secretary.

The Auditors' Report for the financial year ended 31st March, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of the investments made by the Company as at 31st March, 2015 are given in the Notes forming part of the Financial Statements. During the Financial Year under review, the Company made an investment of Rs. 15 lakhs in 1,50,000 equity shares of Kamachi Sponge & Power Corporation Limited in order to enable the Company to purchase electricity from them under group captive arrangement for the period from Dec' 2014 to May'2015. The Company has not given any loans or guarantees or provided any security to any person or other bodies corporate under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 at arm's length transactions are disclosed in Form No. AOC -2 in Annexure - 4 and form part of this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONVERTION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure and is attached to this report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. Mr. R. Santossh is the Chairman of the Committee and Mrs. R. Vimala and Mr. M.S. Rajkumar are the other members of the Committee. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Company's philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. CSR Policy is available on weblink

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act is Rs. 7.61 lakhs and the Company has spent Rs. 10.54 lakhs during the current financial year.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as Annexure 5 to this Report.

ANNUAL PERFORMANCE EVALUATION

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria. The performance of each independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance etc. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

DIRECTORS

At the Annual General Meeting of the Company held on 11th September, 2014, the Members had approved the appointment of Mr. Vastupal Rajnikant Mehta, Mr. Deepak Padamshi Malani and Mr.M.S.Rajkumar as Independent Directors for a term of five years.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Giulia Bosco (holding DIN 01898020) is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The Board of Directors has appointed Mr. Baba Chandrasekhar Ramakrishnan as an Additional Director with effect from 10th November 2014. He will hold Office up to the ensuing Annual General Meeting, of the Company and being eligible, offers himself for reappointment. Notice under Section 160 of the Act, has been received by the Company from a Member, signifying his intention to propose the candidature of Mr Baba Chandrasekhar Ramakrishnan as a Director of the Company. Accordingly necessary resolution proposing the appointment of Mr. Baba Chandrasekhar Ramakrishnan as Director of the Company has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.

Mr.R.Santossh has been re-appointed as Managing Director by the Shareholders of the Company in the Annual General Meeting held on 11th September 2014 for a period of five years with effect from 26th September 2014.

The shareholders at the annual general meeting held on 11th September, 2014 appointed Mrs.R.Vimala as whole time director for a period of five years with effect from 1st October 2014.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. During the year, your Company repaid all the outstanding fixed deposits from public aggregating to Rs. 195 Lakhs. As at 31st March, 2015, there was no deposit remaining unpaid or unclaimed as at the end of the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 6 to this Report.

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs. 60,00,000/- if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises three Members, namely Mr.Deepak Padamshi Malani, Mr.Vastupal Rajinikant Mehta and Mr. M S Rajkumar, all of them being Independent Directors. Mr. Deepak Padamshi Malani, an Independent Director, is the Chairperson of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has been employing women employees in various cadres within the factory premises. The Company has in place an Anti - harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been setup to redress complaints received regularly. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

LISTING OF SHARES

During the year under review, the Company has listed its shares on the National Stock Exchange of India Limited (NSE). NSE has been defined as the Designated Stock Exchange of the Company.

ACKNOWLEDGEMENTS:

The Board of Directors express their appreciation for the contribution made by the employees, customers and bankers for the support extended by them during the year under review.

For and on behalf of the Board

MEENAKSHI SUNDARAM RAJKUMAR Place : Coimbatore CHAIRMAN

Date : 20.07.2015 (DIN : 06935422)

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Mar 31, 2014

Ladies & Gentlemen

The Directors are pleased to present the Twentieth Annual Report of your Company and the Audited Annual Accounts for the financial year ended 31st March 2014. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

PARTICULARS 2013-2014 2012-2013

(Rs. in ''000) (Rs. in ''000)

Profit before Depreciation and Amortisation Expenses,

Finance Cost and Tax Expenses 158656 160774

Less:Finance Cost 63325 63334

Depreciation and Amortisation Expenses 54167 117492 45452 108786

Profit before Tax 41164 51988

Less : Current Tax 8268 12554

Deferred Tax -2491 5777 7295 19849

Profit for the year 35387 32139

Add : Balance in Statement of Profit & Loss 83112 56907

118499 89046

Less : Appropriation

Transferred to General Reserve 890 810

Proposed Dividend on Equity Shares 4380 4380

Tax on Dividend 744 746

Closing Balance 112485 83112

REVIEW OF OPERATIONS

Your Company has achieved a Profit before Tax of 411.64 lacs from operations on a turnover of 11,209.11 lacs for the year ended 31st March 2014.

FUTURE PLANS OF THE COMPANY

Your Company had commenced construction of commercial complex admeasuring 25,000 sq. ft. on prime location during August 2013 and is expected to be completed during this financial year. The Company is planning to let out the entire space, and the rental receipt will improve the bottomline.

Your Company has entered into an agreement with M/s. V.R. Textiles Private Limited to utilize their spare capacity of 25,000 spindles for conversion of cotton into yarn. This will enhance the spinning capacity of the Company and will have an impact on the overall performance of the Company.

OPPORTUNITIES

Your Company is mainly focusing on customized fancy yarn in niche segment and has extended its entry into speciality fibre fancy yarn which should help in the years to come.

THREATS

The economy world over is slowing down may have impact in the performance of textile industry in general.

RISKS AND CONCERN

Your Company is exposed to all the risks associated with this business in terms of market conditions, timing, inflation, long term economic conditions, etc.,

INTERNAL CONTROL SYSTEMS

The company has an Internal Control System commensurate with the size and the nature of its business.

SEGMENTWISE PERFORMANCE

The main business of your Company is Textiles. The Company has two wind mills of 2.75 MW capacity. The electricity generated from the said WEG is used for captive consumption and takes care of 50% of power requirement at present level of operation.

Directors

Mr.Girish Gordhandas Radia resigned as Director of your Company on 4th August, 2014. The Board places on record its appreciation for his valuable contribution to your Company as an Independent Director during his association with your Company.

Mr. Vastupal Rajnikant and Mr. Deepak Padamshi Malani retire at the ensuing Annual General meeting and the Directors have proposed to appoint them as Independent Directors for five consecutive years commencing from 11th September 2014 to 10th September 2019

The Board of Directors at their meeting held on 4th August 2014 have appointed Mr.M.Rajkumar as Additional Director and he holds office up to the ensuing Annual General Meeting. The Board of Directors have recommended the appointment of Mr.M.Rajkumar as Independent Director to hold office for five consecutive years from 11th September 2014 to 10th September 2019 as per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013.

The Board of Directors at their meeting held on 4th August 2014 have reappointed Mr. Radhakrishnan Santossh as Managing Director of the Company for a further period of 5 years from 26.09.2014. The Board of Directors have also appointed Mrs. Vimala Radhakrishnan as Whole time Director of the Company for a period of 5 years from 01.10.2014.

A brief resume, expertise, shareholding in the Company and details of other Directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock

Exchange form part of the Notice of ensuing Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 274(1)(g) of the Companies Act, 1956.

Your directors recommend their appointment / re-appointment.

DIVIDEND

Your Directors recommend a dividend of 10% (Rs. 1/- per share of face value of Rs. 10/-) subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

AUDITORS

M/s. Mohan & Venkataraman, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Audit Committee and the Board recommend the re-appointment M/s. Mohan & Venkataraman, Chartered Accountants as Statutory Auditors and the Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013. Members are requested to appoint the Auditors for a period of three years commencing from the conclusion of the ensuing 20th Annual General Meeting upto the conclusion of the 23rd Annual General Meeting of the Company which ought to be held during the year 2017.

PUBLIC DEPOSITS

Your Company has accepted deposits from the public upto 16th January, 2014. The amount of deposits outstanding as on 31st March, 2014 was 195.00 Lakhs and there are no overdue deposits as on 31st March 2014. There are no unclaimed deposits.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of The Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee Rules 1975).

DEMATERIALISATION AND SHARE TRANSFER

The company''s shares are traded compulsorily in the dematerialised form and is available for trading under National Securities Depositories Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).

M/s. SKDC Consultants Limited, Coimbatore is the Company''s transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance forms an integral part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, your Directors have :

a. followed in the preparation of the Annual Accounts, the applicable accounting standards.

b. selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of financial position of the company for the period.

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d. prepared the attached statement of accounts for the year ended 31st March 2014 on a going concern basis.

COST AUDITOR

As per the requirements of the Central Government and pursuant to the provisions of Section 233 B of the Companies Act, 1956, the audit of the Cost Accounts relating to manufacturing of Synthetic Yarn is being carried out for the financial year 31st March 2014. The Company has appointed Mr. G Sivagurunathan, Cost Auditor, Coimbatore to audit the cost accounts for the year 31st March 2014 for which necessary approval from the Central Government has been received. The Cost Audit Report in respect of financial year 2013-2014 will be filed on or before the due date.

Pursuant to section 290(1)(d) of the Companies Act, 1956 and Rule 5 of the Companies (Cost Audit Records) Rules, 2011, the Cost Audit Report for the financial year ended 31st March, 2013 was submitted to the Central Government on 20.09.2013.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a secretary in whole time practice and a copy of such certificate is annexed to this Report

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company.

By Order of the Board,

Place : Coimbatore

SANTOSSH. R VIMALA. R

Date : 04.08.2014 Managing Director Director

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Mar 31, 2013

Ladies & Gentlemen,

The Directors are pleased to present the Nineteenth Annual Report of your Company and the Audited Annual Accounts for the financial year ended 31st March 2013. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

PARTICULARS

2012-2013 2011-2012 (Rs. in thousands)

Profit before Depreciation and Amortisation Expenses,

Finance Cost and Tax Expenses 160774 97523

Less: Finance Cost 63334 47898

Depreciation and Amortisation Expenses 45452 34068

Profit before Tax 51988 15557

Less: Current Tax 12554 3112

Deferred Tax 7295 19136

Profit for the year 32139 -6691

Add: Balance in Profit & Loss Account 56907 69888

89046 63197

Less: Appropriation

Transferred to General Reserve 810 1200

Proposed Dividend on Equity Shares 4380 4380

Tax on Dividend 744 711

Closing Balance 83112 56907

DIRECTORS

Mrs.Vimala Radhakirshnan and Mr.Girish.G.Radia, Directors retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-election.

The Board of Directors has re-appointed Ms.Giulia Bosco as Whole-Time Director of the Company for a further period of five years with effect from 1st October 2013 subject to the approval of the shareholders of the Company. Accordingly appropriate resolution seeking your approval to the re-appointment is also included in the notice.

DIVIDEND

Your directors recommend a dividend of 10% (Re.1/- per share of face value of Rs.10/-) subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

AUDITORS

M/s.Mohan & Venkataraman, Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS'' REPORT

With regard to the Auditors'' qualification on registration of four vehicles in the name of one of the Directors, the Directors wish to state that appropriate steps will be taken to register the vehicles in the name of the Company.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public during the year under review. Deposits outstanding as on March 31, 2013 amounted to Rs. 195.00 Lakhs. There are no overdue deposits as on 31st March 2013.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of The Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee Rules 1975).

DEMATERIALISATION AND SHARE TRANSFER

The company''s shares are traded compulsorily in the dematerialised form and is available for trading under National Securities Depositories Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).

M/s.SKDC Consultants Limited, Coimbatore is the Company''s transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

The Board of Directors of your Company has taken all necessary steps to comply with Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges at Chennai, Ahemadabad and BSE IndoNext Segment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, your Directors have :

a. followed in the preparation of the Annual Accounts, the applicable accounting standards.

b. selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of financial position of the company for the period.

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d. prepared the attached statement of accounts for the year ended 31st March 2013 on a going concern basis.

COST AUDITOR

As per the requirements of the Central Government and pursuant to the provisions of Section 233 B of the Companies Act, 1956, the audit of the Cost Accounts relating to manufacturing of Synthetic Yarn is being carried out for the financial year 31st March 2013. The Company has appointed Mr.G Sivagurunathan, Cost Auditor, Coimbatore to audit the cost accounts for the year 31st March 2013 for which necessary approval from the Central Government has been received. The Cost Audit Report in respect of financial year 2012-2013 will be filed on or before the due date.

COST COMPLIANCE

Pursuant to Sec. 209 (1)(d) of the Companies Act, 1956 and Rule 5 of The Companies (Cost Accounting Records) Rules, 2011, the Cost Compliance Report for the financial year ended 31st March 2012 was submitted to the Central Government on 21/12/2012.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956,and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a secretary in whole time practice and a copy of such certificate is annexed to this Report

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company.

By Order of the Board,

(Sd/-)

SANTOSSH.R

Managing Director

Place : Coimbatore (Sd/-)

VIMALA.R

Date : 30.05.2013 Director

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Mar 31, 2012

The Directors are pleased to present the Eighteenth Annual Report of your Company and the Audited Annual Accounts for the financial year ended 31st March 2012. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

PARTICULARS 2011-2012 2010-2011 (Rs.in thousands)

Profit before Depreciation and Amortisation Expenses, 97523 87988 Finance Cost and Tax Expenses

Less: Finance Cost 47898 28224

Depreciation and Amortisation Expenses 34068 24633

Profit before Tax 15557 35131

Less: Current Tax 3112 7045

Deferred Tax 19136 3832

Profit/(Loss) for the year - 6691 24254

Add: Balance in Profit & Loss Account 69888 53509

63197 77763

Less: Appropriation

Transferred to General Reserve 1200 2400

Proposed Dividend on Equity Shares 4380 4711

Tax on Dividend 711 764

Closing Balance 56907 69888

REVIEW OF OPERATIONS

The Company's operations has resulted in a profit (before charging depreciation and Finance cost) of Rs.97523 lakhs as against a profit (before charging depreciation and Finance cost) of Rs.879.88 lakhs in the previous year. However due to higher Finance Cost, the Company has incurred a loss of Rs.66.91 lakhs (after current tax & deferred tax) as against a profit of Rs.242.54 lakhs In the previous year..

The Company has completed implementation of modernisation project at a cost of Rs.692.71 lacs and has commissioned second windmill of 1.5 MW capacity at a cost of Rs.910.00 lacs. This has resulted in increase in finance cost from Rs.282.24 lacs to Rs.478.98 lacs. The said project and windmill is expected to improve the bottomline substantially.

FUTURE PLANS OF THE COMPANY

Your Company has proposed to expand capacity by 4,320 spindles at a project cost of Rs.11 Crores with a target turnover of Rs.95 Crores during the financial year 2012-13.

OPPORTUNITIES

Your Company is mainly focusing on customized fancy yarn in niche segment and planning to extend its entry into speciality fibre fancy yarn which should help in the years to come.

THREATS

The economy world over is slowing down may have impact in the performance of textile industry in general.

RISKS AND CONCERN

Your Company is exposed to all the risks associated with this business in terms of market conditions, timing, inflation, long term economic conditions, etc.,.

INTERNAL CONTROL SYSTEMS

The company has an Internal Control System commensurate with the size and the nature of its business.

SEGMENT - WISE PERFORMANCE

The main business of your Company is Textiles. The Company has commissioned second wind mill of 1.5 MW capacity at Kundadam Village, Tirupur District, Tamilnadu during Mar'2012. The electricity generated from the said WEG is used for captive consumption and takes care of 50% of power requirement at present level of operation.

DIRECTORS

Mr.Vastupal Rajnikant Mehta and Mr.Deepak Padamshi Malani, Directors of the Company will retire by rotation and being eligible offers themselves for reappointment.

DIVIDEND

The Board of Directors have proposed dividend of 10% subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

AUDITORS

M/s.Mohan & Venkataraman, Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public during the year under review. In respect of the deposits accepted in earlier years, there are no unclaimed deposits as on 31st March 2012.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975.

DEMATERIALISATION AND SHARE TRANSFER

The Company's shares are traded compulsorily in the dematerialised form and is available for trading under National Securities Depositories Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).

M/s.SKDC Consultants Limited, Coimbatore is the Company's transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

The Board of Directors of your Company has taken all necessary steps to comply with Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and certificate from statutory auditors of the Company in this regard is annexed hereto and form part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, we state as under :

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the directors had prepared the annual accounts for the year ended 31st March 2012 on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 read with Companies (Compliance Certificate) Rules, 2001 as amended, the Company has obtained a Certificate from Mr. M. D. Selvaraj, FCS Company Secretary in whole-time practice and a copy of the Certificate is annexed to this report.

COST ACCOUNTANT

In conformity with the provisions of the Companies (Cost Accounting Records) Rules, 2011 [notified vide notification No. G.S.R. 429 (E) dated 3rd June 2011] issued by the Ministry of Corporate Affairs, the Company has appointed Mr.G.Sivagurunathan, Cost Accountant, Coimbatore as Cost Accountant for the financial year under review and the Cost

Compliance Report in respect of the financial year 2011-2012 will be filed on or before the due date.

AUDITORS' REPORT

With regard to the Auditors' qualification on registration of four vehicles in the name of one of the Directors, the Directors wish to state that appropriate steps will be taken to register the vehicles in the name of the Company

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company. By Order of the Board,

(Sd/-) SANTOSSH.R

Managing Director

Place : Coimbatore (Sd/-) VIMALA.R

Date : 16.07.2012 Whole Time Director

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Mar 31, 2011

The Directors are pleased to present the Seventeenth Annual Report of your company and the Audited Annual Accounts for the financial year ended 31st March 2011. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

Year Ended Year Ended

SI.No. PARTICULARS 31.03.2011 31.03.2010

(Rs. in Lacs)

1. Net Sales / Income from Operations 7,551.52 5,031.47

2. Other Income 15.28 8.53

3. Total Expenditure 6,686.81 4,517.68

4. Interest 282.40 214.10

5. Profit before Depreciation and Taxation 597.59 308.22

6. Depreciation 246.33 180.81

7. Profit before Tax 351.26 127.41

8. Prior year Income 0.06 0.48

9. Prior year Expenses — 0.69

10. Provision for taxation 70.45 21.85 11. Provision for Deferred Tax 38.32 17.72

12. Income Tax for Prior years — 10.73

13. Profit after Tax 242.55 76.90

14. B/F from Previous year 535.09 516.43

15. Profit available for appropriation 777.64 593.33

16. Appropriation

a. General Reserve 24.00 7.00

b. Proposed Dividend on Equity Shares 46.95 43.80

c. Dividend Distribution Tax 7.80 7.44

17. Balance in Profit & Loss Account 698.88 535.09

18. Paid-up Equity Share Capital 437.98 437.98

REVIEW OF OPERATIONS

Your Company has achieved a Profit before Tax of Rs.351.26 lacs from operations on a turnover of Rs.7,551.52 lacs for the year ended 31st March 2011.

FUTURE PLANS OF THE COMPANY

Your Company has expanded capacity from 30,344 spindles to 33,048 spindles as on date during financial year 2011-12 with main focus on fancy yarns as core business. Your Company has forayed into yarn export during the year. The Company is planning to build commercial complex on land owned by the Company at the heart of Coimbatore city.

OPPORTUNITIES

Your Company is mainly focusing on customized fancy yarn in niche segment which should help in having an edge over the competitors.

THREATS

The wide fluctuations in fibre and yarn pricing which has impacted textile industry may pose threat in the short term.

OUTLOOK

The economy has revived and should be vibrant in near future.

RISKS AND CONCERN

Your Company is exposed to all the risks associated with this business in terms of market conditions, timing, inflation, long term economic conditions, etc.,.

INTERNAL CONTROL SYSTEMS

The company has an Internal Control System commensurate with the size and the nature of its business.

SEGMENT - WISE PERFORMANCE

The main business of your Company is Textiles. The Company has commissioned 1.25 MW Wind Electric Generator at Koodankulam Village, Tirunelveli Dist., Tamilnadu during Mar2011. The electricity generated from the said WEG is used for captive consumption.

DIRECTORS

Mr.Girish.G.Radia, Director retires at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-election.

DIVIDEND

The Board of Directors have proposed dividend of 12.5% including dividend distribution tax subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

AUDITORS

M/s.Mohan & Venkataraman, Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

With regard to the Auditors qualification on registration of three vehicles in the name of one of the Directors, the Directors wish to state that appropriate steps will be taken to register the vehicles in the name of the Company.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public during the year under review.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of The Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee Rules 1975).

DEMATERIALISATION AND SHARE TRANSFER

The companys shares are traded compulsorily in the dematerialised form and is available for trading under BSE IndoNext Segment.

M/s.SKDC Consultants Limited, Coimbatore is the Companys transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

The Board of Directors of your Company has taken all necessary steps to comply with Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges at Coimbatore, Chennai, Ahemadabad and BSE IndoNext Segment.

COMPLIANCE CERTIFICATE

The Board has duly obtained a compliance Certificate relating to the review period from a Company Secretary in Practice. The said document is available at the Registered Office for inspection.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, your Directors have :

a. followed in the preparation of the Annual Accounts, the applicable accounting standards.

b. selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of financial position of the company for the period.

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d. prepared the attached statement of accounts for the year ended 31st March 2011 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company.



By Order of the Board,

(Sd/-) SANTOSSH.R Managing Director

Place : Coimbatore Date : 09.06.2011

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Mar 31, 2010

The Directors are pleased to present the Sixteenth Annual Report of your Company and the Audited Annual Accounts for the financial year ended 31st March 2010. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

Year Ended Year Ended SI.No. PARTICULARS 31.03.2010 31.03.2009 (Rs. in Lakhs)

1. Net Sales / Income from Operations 5,031.47 4,798.13

2. Other Income 8.53 78.53

3. Total Expenditure 4,517.68 4,370.29 4. Interest 214.10 235.36

5. Profit before Depreciation and Taxation 308.22 271.01

6. Depreciation 180.81 142.20

7. Profit before Tax 127.41 128.81

8. Prior year Income 0.48 0.00 9. Prior year Expenses 0.69 0.00

10. Provision for taxation 21.85 5.00 11. Provision for Fringe Benefit Tax 0.00 1.22

12. Provision for Deferred Tax 17.72 9.82

13. Income Tax for Prior years 10.73 0.65

14. Profit after Tax 76.90 112.12 15. B/F from Previous year 516.43 404.30

16. Profit available for appropriation 593.33 516.43

17. Paid-up Equity Share Capital 437.98 437.98 REVIEW OF OPERATIONS

Your Company has achieved a profit of Rs.127.41 lacs from operations before tax on a turnover of Rs.5,031.47 lacs for the year ended 31st March 2010.

FUTURE PLANS OF THE COMPANY

Your Company has expanded capacity from 20,264 spindles to 30,344 spindles as on date during 2010-11 with main focus on fancy yarns as core business. Your Company is also planning foray into yarn export during the year.

OPPORTUNITIES

Your Company is mainly focusing on customized fancy yarn in niche segment should help in having an edge over the competitors.

THREATS

The slow revival from global recessionary trend has impacted every industry may pose threat in the short term.

OUTLOOK

The economy is under revival and should be vibrant in the days to come.

RISKS AND CONCERN

Your Company is exposed to all the risks associated with this business in terms of market conditions, timing, inflation, long term economic conditions, etc.,.

INTERNAL CONTROL SYSTEMS

The company has an Internal Control System commensurate with the size and the nature of its business.

SEGMENT WISE PERFORMANCE

The main business of your Company is Textiles. Your Company is also engaged in real estate and agricultural operations. Your Company has recognized a net income of Rs.0.92 lacs in connection with the agricultural operations during the year.

DIRECTORS

Mr.Vasthupal R.Mehta and Mr.Deepak Malani, Directors retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-election.

DIVIDEND

The Board of Directors recommend the payment of Rs. 1/- per fully paid equity shares of the company for the financial year ended 31st March 2010 to the members whose name appear in the Register of Members as on the closing of 06th July 2010

AUDITORS

M/s.Mohan & Venkataramanan, Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

With regard to the Auditors qualification on registration of four vehicles in the name of one of the Directors, the Directors wish to state that appropriate steps will be taken to register the vehicles in the name of the Company

PUBLIC DEPOSITS

The company has not accepted any deposit from the public during the year under review.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of The Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee Rules 1975).

DEMATERIALISATION AND SHARE TRANSFER

The companys shares are traded compulsorily in the dematerialised form and is available for trading under National Securities Depositories Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).

M/s.SKDC Consultants Limited, Coimbatore is the Companys transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

The Board of Directors of your Company has taken all necessary steps to comply with Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges at Coimbatore, Chennai, Ahemadabad and BSE IndoNext Segment.

COMPLIANCE CERTIFICATE

The Board has duly obtained a compliance Certificate relating to the review period from a Company Secretary in Practice. The said document is available at the Registered Office for inspection.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, your Directors have :

a. followed in the preparation of the Annual Accounts, the applicable accounting standards.

b. selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true

and fair view of the state of affairs of the company at the end of the financial year and of financial position of the company for the period.

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d. prepared the attached statement of accounts for the year ended 31st March 2010 on a going concern basis.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank the bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company.

By Order of the Board, Place : Coimbatore (Sd/-) SANTOSSH.R

Date : 18.06.2010 Managing Director